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Terms and Conditions relating to your business's use of the Industry Watch service.  Please read the agreement below.  Capitalised words are defined in Clause 10.


1.    GRANT OF LICENCE
1.1  Subject to the terms of this Agreement, we hereby grant you a world-wide, non-exclusive, non-transferable licence for the term of this Agreement to Use the Industry Watch Service for your Internal Purposes only.

1.2  For the avoidance of doubt, you will not Use the Industry Watch Service in any other way and all rights not expressly granted to you under this Agreement are reserved to us.

1.3  You will be able to access the Industry Watch Service when you click the AGREE button below.

2.    INTELLECTUAL PROPERTY RIGHTS OF MERLIN SCOTT
2.1  All Intellectual Property Rights in the Industry Watch Services are, and will remain, our (or our licensors) exclusive property.

2.2   You will immediately notify us and at our expense give us all reasonable assistance to allow us (at our sole option) to protect the Intellectual Property Rights in the Industry Watch Service if you becomes aware of any unauthorised use of the Industry Watch Services.

2.3  You will not use our name, trade names, trade marks, trade dress or logos without our prior consent.

3.    WARRANTY
3.1  We will endeavour to ensure that your use of the Industry Watch Services in accordance with the terms of this Agreement will not infringe the Intellectual Property Rights of any third party.

3.2  We will prepare the Industry Watch Services using reasonable care and skill.

3.3  You acknowledge that the information provided in the Industry Watch Services will represent or be based on information provided to us by third parties whose accuracy we cannot control and may contain expressions of advice or opinion and accordingly we do not warrant the accuracy of the information contained in the Industry Watch Services or the validity of any advice given or opinion expressed on the basis of such information.  Consequently, subject to clause 3.6, we assume no financial responsibility to you as to the accuracy or currency of any information obtained from the Industry Watch Service, nor are such representations or warranties to be implied in this Agreement.  We recommend that you do not make business decisions based solely on the contents of the Industry Watch Services.  In particular, but without limitation, we do not warrant that the Industry Watch Service will be suitable for any particular requirement of yours, that the format will be compatible with your hardware equipment or software environment, or that the Industry Watch Services are complete, virus-free, accurate or up-to-date.

3.4  Subject to clause 3.6, we will not be liable to you for any of the following: loss of profit, earnings, business or goodwill; damage to reputation (including, without limitation, damage caused by defamation, libel and trade libel); or any indirect, punitive, special or consequential losses, damages, costs, expenses or other claims (whether caused by our negligence or that of our servants, agents, sub-contractors or otherwise) which arise directly or indirectly from the subject matter of this Agreement.

3.5  If any part of this clause 3 is held to be invalid or unenforceable under any applicable statute or rule of law then it will be deemed to be omitted, and if as a result we become liable for loss or damage which would otherwise have been excluded it will be deemed to be replaced with something as near to the original intention of the clause as is allowable under the applicable law.

3.6  Nothing in this Agreement will operate to limit or exclude either party's liability for death or personal injury resulting from that party's negligence, or either party's liability for fraudulent misrepresentation.

4.   CONFIDENTIALITY
You undertake that you will not at any time, divulge or make known to any other person, firm or company (including a member of the same group of companies), any confidential information relating to our affairs or business, including, without limitation, any discounts or terms offered or agreed under this Agreement.

5.    WITHDRAWAL OF ITEMS FROM THE DATABASE
5.1  We reserve the right at any time to withdraw from the Industry Watch Service any Item or Items included in it:

5.1.1  if we no longer retain the right to use such material or license others to use it;

5.1.2 if required to do so by judicial governmental or administrative decision rule or order;

5.1.3 if, in our sole discretion, we believe that there is a reasonable chance that publication of it would amount to an infringement of Intellectual Property Rights, or infringement of other third party rights or constitute any unlawful act;

5.1.4  which was published in error.

5.2   In the event that any Item is to be withdrawn from the Industry Watch Service pursuant to clause 5.1 we will give notice to you.  On receipt of such notice you will immediately cease all Use in any and all media of the withdrawn material and will erase, delete or otherwise destroy all copies of it in whatever format and certify to us that this has been done.  We will have the right at our own expense to appoint an independent auditor to verify such actions and you will co-operate with such auditor to provide such verification.

6.    TERM OF THE AGREEMENT AND TERMINATION
6.1  This Agreement will commence on the date of delivery of the Industry Watch Service and, subject to earlier termination as provided elsewhere in this Agreement, it will continue for one year.

6.2   We will have the right to terminate this Agreement immediately at any time by notice to you if you breach or fail to perform any term of this Agreement, and either: (a) such failure is incapable of remedy; or (b) such failure is capable of remedy and has not been remedied within 30 days of our notice.

7.   CONSEQUENCES OF TERMINATION
Clauses 2, 3.3, 3.4, 3.5, 3.6, 4, 5 and 7 will survive expiry or termination of this Agreement, however occurring.

8.   FORCE MAJEURE
Neither party will be liable for any loss, damages, or delay caused by war, riots, civil commotions, strikes, embargoes or contingencies beyond its control which may prevent or delay the defaulting party in performing any obligations under this Agreement; and the time for performance of that obligation will be extended accordingly, provided that if the force majeure circumstance lasts for more than three months the non-defaulting party will have the right to terminate this Agreement immediately on notice to the other party.

9.    GENERAL TERMS
9.1  You may not assign, sub-contract or sub-license your rights or our obligations under this Agreement to any other person without first obtaining our consent.  Any purported assignment, sub-contracting or sub-licensing of this Agreement without such consent will be void and will entitle us immediately to terminate this Agreement.

9.2  Any notice, certification, consent or other communication given under this Agreement must be in writing.

9.3  The failure of either party to require performance by the other of any provision of this Agreement will not affect its full right to require such performance at any subsequent time; nor will the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

9.4    Nothing in this Agreement will be held to constitute a partnership or joint venture between the parties, nor the relationship between them of principal and agent, nor will a party have any authority to bind the other. 

9.5   Subject to clause 3.6, this Agreement constitutes the entire agreement between us in relation to the provision of the Industry Watch Service and supersedes all prior agreements and dealings relating to such subject matter.  Any variation will be in writing and signed by authorised signatories for both parties.

9.6  Nothing in this Agreement is intended on a proper construction of the Agreement to confer any benefit on any third party and no term will be enforceable by any third party.

9.7  References to clauses and sub-clauses are to the clauses and sub-clauses of this Agreement.

9.8  Headings are for convenience only and will be ignored in interpreting this Agreement.

9.9  If any provision or part of this Agreement is held to be invalid, amendment to this Agreement may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Agreement to the maximum extent permissible under applicable law.

9.10  This Agreement will be governed by and construed in accordance with the laws of England regardless of the place of execution or performance.  The English Courts will have non-exclusive jurisdiction to deal with any dispute or other difference arising out of or in connection with this Agreement.  

10.   DEFINITIONS
The words listed below have the following meanings in this Agreement:

Industry Watch Service   the Industry Watch Service(s) supplied to you comprising [data, text, graphics, images, databases or other information];

Intellectual Property Rights   patents, patentable rights, copyright, registered and unregistered design rights, utility models, trade marks (whether or not registered), trade names, rights in inventions, rights in data, database rights, rights in know-how and confidential information and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

Internal Purposes   Using the Industry Watch Service for your internal purposes only, which means that you may use the Industry Watch Service for your research but cannot make it (or any substantial part of it available to any third party, subject to statutory rights;

Item   a component part of the Industry Watch Service; and

Use   to access, receive, store, use, reproduce, extract, distribute, display, reformat, re-utilize and create derivative works.

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